AMENDMENT NO. 1 TO THE
NOTE AND WARRANT PURCHASE AGREEMENT
OF
JUMA TECHNOLOGY CORP.
This
Amendment No. 1 to the Note and Warrant Purchase Agreement
(this “
Amendment ”),
dated as of November 29, 2007, by and among Juma
Technology Corp., a Delaware corporation (the “
Company ”),
and Vision
Opportunity Master Fund, Ltd. (“
Vision ”)
hereby amends the Note and Warrant Purchase Agreement, dated as of
November 29, 2007, by and among the Company, and the Purchasers who
are parties thereto (the “
Agreement ”).
Terms used in this Amendment without definition shall have the
meanings given them in the Agreement.
WHEREAS ,
on November 14, 2007, the Company issued to Vision: (i) a Senior
Secured Promissory Note in the principal sum of $600,000 (the
“
November Note ”),
and (ii) a common stock purchase warrant to
purchase 1,000,000 shares of the Company’s Common
Stock;
WHEREAS ,
pursuant to the terms of the November Note, the outstanding
principal and interest was due and payable to Vision upon the
closing of the next financing of the Company;
WHEREAS ,
the Company and certain Purchasers entered into a Note and Warrant
Purchase Agreement dated
November 29, 2007 wherein the Purchasers were issued certain Notes
and Warrants ;
WHEREAS ,
The Company and Vision have agreed that in lieu of the cash payment
of principal and interest due and owing to Vision pursuant to the
November Note, the Company will issue Vision a Note in
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